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XRPN on Nasdaq

Armada Acquisition Corp. II

Armada Acquisition Corp. II is a blank check company in the Cayman Islands.1 It is headquartered in Grand Cayman, Cayman Islands.1 Its shares trade on Nasdaq under the symbol XRPN.1

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Last updated Oct 21, 2026.

Overview

$1.8MNet income, fiscal 20252

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  • TickerXRPN on Nasdaq1
  • IndustryBlank Checks1
  • HeadquartersGrand Cayman, Cayman Islands1
  • Incorporated inCayman Islands3
  • Business addressC/O Ogier Global (Cayman) Limited, 89 Nexus Way, Carmana Bay, Grand Cayman, E9 Ky 1-90093
  • Filer category, Emerging growth company3

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We are a blank check company or special purpose acquisition company, incorporated on October 3, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to as our initial business combination throughout this Annual Report on Form 10-K. We disclosed in our Final Prospectus that while we may pursue an initial business combination target in any business or industry, we intended to concentrate our efforts identifying businesses in the FinTech, SaaS and AI industries.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Every line of the income statement as filed: the last 1 fiscal year, latest first.2

Period ending2025-09-30
General and administrative costs-$1.7M
Loss from operations-$1.7M
Interest earned on cash and marketable securities held in Trust Account$3.5M
Other income, net$3.5M
Net income$1.8M

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Corporate structure

Armada Acquisition Corp. II sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Armada Acquisition Corp. II

  • Armada Acquisition Corp. II Grand Cayman, Cayman Islands

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Armada Acquisition Corp. II reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Properties, in its own words

We currently maintain our principal executive offices at 382 NE 191st St., Suite 602, Miami, FL 33179-3899 . The New Sponsor pays the cost for this space without reimbursement. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Dec 4, 2025.4

Leadership

Who has led Armada Acquisition Corp. II, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Stephen P. Herbert2025
  2. Taryn Jogi Naidu2025–now

Chief financial officer

  1. Kyle Andrew Horton2025
  2. Douglas M. Lurio2025–now
Board members and other officers (11)

Timeline

  1. Oct 5, 20268-K Entered a material agreement; Change to shareholders' rights20
  2. Oct 1, 20268-K Shareholder vote21
  3. Sep 17, 20268-K Other events22
  4. Jul 31, 20268-K Entered a material agreement; New debt or obligation23
  5. Nov 13, 20258-K Regulation FD disclosure24
  6. Nov 4, 20258-K Regulation FD disclosure25
  7. Oct 29, 20258-K Other events26
  8. Oct 20, 20258-K Entered a material agreement; Results of operations; Unregistered sale of shares27
  9. Sep 8, 2025New chief executive Taryn Jogi Naidu becomes CEO9
  10. Aug 28, 20258-K Entered a material agreement; Change in control; Executive or director change28
  11. Aug 12, 20258-K Entered a material agreement29
  12. Jun 17, 20258-K Other events30
  13. Jun 4, 2025New chief executive Stephen P. Herbert becomes CEO8
  14. Jun 2, 20258-K Other events31

Calendar

When it reported results

  1. Oct 20, 2025Reported quarterly or annual results27

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

82 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 13 major events, 19 insider forms, 14 large holders, 31 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 13, 20264 EDGAR
  3. Oct 9, 202625-NSE EDGAR
  4. Oct 5, 2026425 EDGAR
  5. Oct 5, 20268-K EDGAR
  6. Oct 2, 2026425 EDGAR
  7. Oct 1, 2026425 EDGAR
  8. Oct 1, 20268-K EDGAR
  9. Sep 17, 2026425 EDGAR
  10. Sep 17, 20268-K EDGAR
  11. Aug 27, 2026DEFM14A EDGAR
  12. Aug 14, 2026SCHEDULE 13G/A EDGAR
  13. Aug 14, 2026SCHEDULE 13G/A EDGAR
  14. Aug 13, 2026425 EDGAR
  15. Aug 13, 202610-Q EDGAR
  16. Jul 31, 20268-K EDGAR
  17. May 13, 202610-Q EDGAR
  18. May 8, 2026SCHEDULE 13G EDGAR
  19. Apr 8, 2026SCHEDULE 13G/A EDGAR
  20. Feb 17, 2026SCHEDULE 13G/A EDGAR

The 82 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 0 buys and 3 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 12, 2025LURIO DOUGLAS MPres./CFO/Sec.Sale400,000Form 4
Aug 12, 2025HERBERT STEPHEN PCEOSale400,000Form 4
Aug 12, 2025Armada Sponsor II LLC10% ownerSale400,000Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Armada Acquisition Corp. II is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARArmada Acquisition Corp. II1
  • CIK0002044009
  • Employer ID (EIN)98-18158924
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inCayman Islands4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business addressC/O Ogier Global (Cayman) Limited, 89 Nexus Way, Carmana Bay, Grand Cayman, E9 KY 1-90091
  • Phone215-543-68861
  • Shares outstanding23,710,000 Common Class A shares; 7,880,000 Common Class B shares as of Dec 1, 20254
  • Public float$0 as of Mar 31, 20252
  • AuditorCBIZ CPAs P.C., Morristown, NJ PCAOB ID 199; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 23, 20241
  • Filings82 in all: 3 (13), 8-K (13), 425 (11), SCHEDULE 13G/A (7), SCHEDULE 13G (6), 4 (5), 10-Q (4), CORRESP (4)1
    All 24 form types

    UPLOAD (3), S-1/A (2), 10-K (1), 25-NSE (1), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), DEFM14A (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), S-1 (1), SC 14F1 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Dec 4, 2025
    Quarterly report (10-Q) Aug 13, 2026
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one share of Class A ordinary share one half of one redeemable warrantXRPNUThe Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per shareXRPNThe Nasdaq Stock Market LLC
Warrants, exercisable for one Class A ordinary share for $11.50 per shareXRPNWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Dec 4, 2025 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Armada Acquisition Corp. II names in Item 1A of its 10-K filed Dec 4, 2025: 74 risks under these headings, as written.4

  • Risks Related to the Transactions
  • The consummation of the Transactions is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Transactions may not be completed.
  • The Business Combination Agreement contains provisions that limit Pubco from seeking an alternative business combination. If the Transactions are not completed, those restrictions may make it harder for Pubco to complete an alternate business combination before the end of the Combination Period.
  • The value of the Class B Shares following completion of the Transactions are likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of Pubco Class A Common Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for our management team to pursue and consummate the Transactions which differs from the public shareholders.
  • Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity.
  • Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business
  • Combination and Post-Business Combination Risks
  • Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  • If we seek shareholder approval of our initial business combination, our New Sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  • Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.
  • We do not have a minimum net tangible asset requirement.
  • The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
The other 65 risks
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  • If the net proceeds of our Initial Public Offering and the sale of the private placement units not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our New Sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.
  • The outbreak of infectious diseases, endemics, pandemics and other public health crises and the impact on businesses and debt and equity markets could have a material adverse effect on our search for an initial business combination, and any target business with which we ultimately consummate an initial business combination.
  • We may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.20 per share as of September 30, 2025, or less than such amount in certain circumstances, and our warrants will expire worthless.
  • If we seek shareholder approval of our initial business combination, our New Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our ordinary shares or public warrants.
  • You will not be entitled to protections normally afforded to investors of many other blank check companies.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share as of September 30, 2025, or less in certain circumstances, on our redemption, and our warrants will expire worthless.
  • If the net proceeds of our Initial Public Offering not being held in the Trust Account are insufficient to allow us to operate for at least 18 months following the closing of our Initial Public Offering, we may be unable to complete our initial business combination.
  • Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
  • If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share initially held in the Trust Account.
  • Our directors may decide not to enforce the indemnification obligations of the New Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
  • If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.
  • We are not required to obtain an opinion from an independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
  • Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.
  • Investors may not have sufficient time to comply with the delivery requirements for redemption.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not support.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
  • Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share as of September 30, 2025, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
  • Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • Holders of Class A Shares will not be entitled to vote on any appointment or removal of directors we hold prior to our initial business combination.
  • Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
  • We may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • We may partner, submit a joint bid or enter into a similar transaction with holders of founder shares or an affiliate in connection with our pursuit of, or in connection with, a business combination.
  • Risks Relating to our New Sponsor and Management Team
  • We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Our officers and directors have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • We may engage one or more affiliates of our New Sponsor, officers or directors or their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.
  • Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our New Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
  • Members of our management team and board of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain of those persons have been, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may be in the future be, affiliated. These activities may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
  • We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or is ultimately prohibited.
  • Risks Relating to our Securities
  • We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
  • If we have not completed our initial business combination within the completion window, our public shareholders may be forced to wait beyond such completion window before redemption from our Trust Account.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • We are not registering the Class A Shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
  • Our New Sponsor controls the appointment of our Board of Directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 20% of our Class A Shares, you will lose the ability to redeem all such shares in excess of 20% of our Class A Shares.
  • Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • The grant of registration rights to our initial holders and holders of placement units may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A Shares.
  • We may amend the terms of the warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least a majority of the then outstanding warrants.
  • Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A Shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.
  • Our warrants and founder shares may have an adverse effect on the market price of our Class A Shares and make it more difficult to effectuate our initial business combination.
  • Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
  • A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
  • Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Shares and could entrench management.
  • Risks Associated with Acquiring and Operating a Business in Foreign Countries

Legal proceedings

From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. we do not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would reasonably be expected to have a material adverse effect on our business, results of operations or financial condition.

The opening of Item 3, Legal Proceedings.4

Sources

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    SEC EDGAROther events
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